Sky Blog
Over the last few decades, large asset managers have loomed over U.S. equity markets. Their prominence has fueled a lively debate about the effects of “asset manager capitalism” on a variety of issues, including corporate governance and stewardship, market competition, …
Initial public offerings (IPOs) are one of the most important events in a firm’s lifecycle, often representing its first major interaction with public capital markets. To assess value, evaluate risks, and determine offering terms, investors, underwriters, auditors, and regulators all …
Delaware retains the dominant position in the jurisdictional competition for corporate charters, but its lead looks increasingly tenuous. During the period 2024 through the first half of 2025, only five public companies with a market capitalization greater than $250 million …
Following discussions with Davis Polk and other leading capital markets law firms, the SEC posted updated guidance that provides a path forward for companies seeking to IPO during the shutdown. Because the SEC is currently shut down, it cannot declare …
Going public represents a milestone in corporate evolution, opening doors to capital markets and enabling expansion. Yet what if this achievement comes with hidden costs for the people who work at these companies? Our recent analysis of millions of Glassdoor …
Global capital markets are undergoing profound transformation. Over the past decade, there has been a marked decline in Initial Public Offerings (IPOs) in most advanced economies, including those with highly developed capital markets such as the United Kingdom and the …
The second item on today’s agenda is a recommendation that the Commission issue a policy statement[1] (the “Policy Statement”) addressing the presence of a mandatory arbitration provision in the governance documents of a company registering offers and sales of …
The under-pricing of initial public offerings (IPOs) has puzzled researchers for decades. First-day returns average around 15 percent, translating into billions of dollars left on the table by issuers and picked up by investors allocated shares in the IPO. The …
Delaware courts reserve their entire fairness standard of review – the state’s “most onerous standard” – for, among others, cases involving conflicted controllers.[1] In recent years, there is a view that the standard’s application (or at least the procedural …
The venture capital (VC) industry has expanded greatly over the past several decades as innovative startups have become a key driver of economic growth and innovation in the United States. Foundational scholarly accounts of startup governance focused on the VC-entrepreneur …
In a forthcoming book chapter, we analyze the regulatory challenges facing venture capital (VC) firms as they navigate engagement with decentralized cryptocurrency markets, particularly through decentralized autonomous organizations (DAOs).[1] These challenges have grown urgent, as the crypto industry emerges …
China’s corporate law and securities regulation have undergone a series of legislative reforms over the past decade to enhance investor protection and foster market competition.
The comprehensive reform of the People’s Republic of China (PRC) Securities Law in 2019 marked …
In the hunt for wasteful and counterproductive regulatory programs, the SEC’s IPO review process makes for a promising target. In a new paper, I show how this IPO “comment letter” bureaucracy has outlived its original justification and call for …
Last week’s election results signal a definitive end to the enforcement-only philosophy that for the last four years has characterized the SEC’s posture towards the crypto industry. It’s not realistic to think Congress and regulators will now simply adopt a …
Special purpose acquisition companies (SPACs) have swiftly emerged as an alternative vehicle for global corporations that seek a public listing. As their name suggests, SPACs gather funds from investors through an initial public offering (IPO), with the intention of acquiring …
In a new paper, we discuss our findings on how ESG disclosure mandates affect IPO underpricing – the tendency of IPO share prices to jump on the first day of trading – which is a substantial cost of going public.…
The venture capital (VC) industry has undergone a profound transformation over the past two decades with the emergence of common VC investors — that is, VC firms that hold ownership stakes in multiple startups within the same industry or product …
Special purpose acquisition companies (SPACs) are shell companies formed with the sole purpose of raising capital through initial public offerings (IPOs) and using the proceeds to acquire private operating companies. While traditionally regarded as vehicles for backdoor listings of weaker …
Classified boards of directors (BoD) remain one of the sorest of sore spots about portfolio companies. Investors complain about them endlessly. Proxy advisors loathe them. Shareholder proposals to de-classify tend to succeed.
Sure, many new IPOs and de-SPAC companies start …